Standard purchase order terms

1. The Transaction is subject to and hereby incorporates the terms of any applicable specifications communicated to the Vendor as part of this Transaction, as well as the Vendor’s quote, proposal, bid, or any joint powers agreement, state contract or joint purchasing agreement (as applicable). Any conflict between these Standard Purchase Order Terms and any specific applicable document named above will be resolved in favor of the specific document.
    
2. All of the data created, collected, received, stored, used, maintained, or disseminated by the Vendor in the performance of the Transaction is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. Pursuant to Minn. Stat. § 13.05, the Vendor must comply with these requirements as if it were a government entity. To the extent this Transaction allows the Vendor to have access to identifiable data on students it is also subject to the Family Educational Rights and Privacy Act (FERPA), 20 USC § 1232g and rules and regulations promulgated under this law.  The Vendor understands that, solely for the purpose of completing specific institutional tasks directed by the District, it is acting as a party to whom the District has outsourced discrete institutional services or functions and for that limited purpose it is considered a “school official” under FERPA. The Vendor acknowledges that all educational data obtained from the District is subject to the direct control of the District with respect to the use and maintenance of the data. Vendor acknowledges that it is subject to the requirements of 34 CFR § 99.33(a) governing the use and redisclosure of personally identifiable information from education records.Vendor and Vendor’s employees may have access to educational data and other forms of nonpublic data only if authorized, and only if access is necessary to fulfill the official duties of the Vendor under this Transaction. Vendor shall only use educational data and other forms of nonpublic data for the purpose of fulfilling its obligations under this Transaction and shall not use educational data or other nonpublic data for any commercial purpose, including but not limited to marketing or advertising to a student or parent. The Vendor further agrees that it will not sell, share or disseminate educational data or other nonpublic data, except as allowed under Minn. Stat. § 13.32 or as part of a valid delegation or assignment of the Transaction.Upon request, Vendor shall return or destroy all documents, data and other information provided by the District to Vendor, or Vendor's employees or agents in connection with this Transaction. Vendor agrees that all educational data created, received, maintained or disseminated by the Vendor under this Transaction are not the Vendor’s property and unless renewal of the Transaction is reasonably anticipated, within 90 days of the expiration of the Transaction, the Vendor must destroy or return to the District all such data.  Vendor assures the District that appropriate security safeguards for educational data and other forms of nonpublic data will be taken, and in the event of any breach of the security of the data, the Vendor will disclose to the District all information necessary to fulfill the requirements of Minn. Stat. § 13.055.An assignee or delegee that creates, receives, or maintains educational or other nonpublic data is subject to the same restrictions and obligations as the Vendor. This provision supersedes any conflicting provisions in any other agreement between the parties, including but not limited to any “click-wrap agreements,” terms of service, privacy policies or agreements maintained on Vendor’s website.    
    
3. Independent School District No. 196 (District) has the right to terminate this Transaction with or without cause upon providing fifteen (15) days written notice to the Vendor of the School District’s intent to terminate. All of the District’s obligations under this Transaction will cease upon termination of the Transaction, including its obligation to make further payments under the Transaction. Termination of this Transaction shall not discharge any liability or responsibility to perform the terms of this Transaction prior to the effective date of the termination or for the School District to make payment for goods delivered and accepted or services rendered prior to the effective date of termination.
    
4. The Vendor agrees to keep in effect a policy of commercial general liability insurance to insure against liabilities up to $500,000 for each claimant and $2,000,000 for each occurrence in addition to any other insurance required by any applicable specifications. If this is for professional services, the Vendor also agrees to keep in effect a policy of professional liability insurance to insure against professional liabilities of up to $2,000,000 per occurrence. Vendor represents that it has worker's compensation insurance to the extent required by law and agrees to furnish proof of such insurance for worker's compensation upon request.The Vendor’s general liability insurance shall be primary and without recourse to or contribution by any similar insurance carried by District and shall contain an endorsement that designates the District as an additional insured.  Vendor shall provide the District with a certificate of insurance, including renewals, upon request. The certificate of insurance shall include the following statement: “District 196 is an additional named insured under the general liability insurance coverage pursuant to a transaction with District 196.  Such insurance is primary insurance without recourse to or contribution from any similar insurance carried by District 196.”The insurance coverage carried by the Vendor under this Contract must be provided by a financially solvent company licensed to do business in the United States of America. Contractor and its insurer(s) shall provide to the District thirty (30) days prior written notice of non-renewal or cancellation of Contractor’s coverage and, before such non-renewal or cancellation, shall provide evidence to District that Contractor has obtained a new policy with coverage and terms that fulfills the requirements set forth herein. The Vendor further agrees to defend, indemnify and hold the District harmless from any claims, demands, actions or causes of action for injuries or damage to person or property (including District’s losses and any losses asserted by a third party) arising out of Vendor’s performance of this Transaction, including but not limited to injuries or damage arising from the intentional or negligent acts or omissions of the Vendor, its agents or employees.
    
5. It is the intention of the parties that the Vendor is and shall be considered an independent contractor. It is agreed that nothing in this Transaction should be construed in any manner as creating or establishing the relationship of agents, partners, joint-venturers or associates between the parties hereto, or as constituting the Vendor or its employees, agents and subcontractors as the employee of the District for any purpose or in any manner.
    
6. The Vendor shall not assign this Transaction or any of the rights, duties or payments arising under this Transaction to any third party without the written consent of the District. Pursuant to Minnesota Statute 471.425. subd. 4a, if the Vendor assigns any of the duties of this Transaction to a subcontractor, the Vendor is required to pay the subcontractor within ten days of the Vendor’s receipt of payment from the District for undisputed services provided by the subcontractor. The Vendor must pay interest of 1½ percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Vendor shall pay the actual penalty due to the subcontractor. A subcontractor, who prevails in a civil action to collect interest penalties from the Vendor, must be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action.
    
7. If this is a contract for goods, the Vendor warrants that the product will conform to the Vendor’s description and any applicable specifications and shall be of good merchantable quality and fit for the known purpose for which it is intended under this Transaction. In the event of a breach of this warranty, the District may elect to terminate this Transaction pursuant to paragraph seven (3) of these Standard Purchase Order Terms or, at its sole election may require any other legal or equitable remedy available at law or under the Transaction documents referenced in paragraph one (1) of these Standard Purchase Order Terms. This warranty is in addition to any standard or express warranty or service guarantee given by the Vendor to the District or any warranty provided by law, including under the Uniform Commercial Code.
    
8. Vendor assures District that it is in compliance with all applicable federal, state and local anti-discrimination and equal opportunity laws, and agrees to remain in compliance with these laws throughout the term of this Transaction. District has the right to terminate this Transaction with immediate effect if it has reason to believe Vendor has failed to act in compliance with such laws or if Vendor’s policies, practices or actions render (or risk rendering) District out of compliance with its legal or contractual anti-discrimination or equal opportunity obligations. In addition to and without limiting the foregoing, pursuant to Minnesota Statute § 181.59, Vendor agrees that, in the hiring of common or skilled labor for the performance of any work under the Transaction the Vendor shall not, by reason of race, creed, or color, discriminate against persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates.  Vendor shall not, in any manner, discriminate against, or intimidate, or prevent the employment of any such persons, or on being hired, prevent, or conspire to prevent the performance of work on account of race, creed, or color.  This paragraph is required by Minnesota Statute § 181.59 and any violation is a misdemeanor.  This Transaction may be cancelled or terminated by the District and, notwithstanding any language to the contrary elsewhere in this Transaction, all money due, or to become due, under the Transaction, may be forfeited for a second or any subsequent violation of the terms or conditions of this Transaction.
    
9. The books, records, documents and accounting procedures and practices of the Vendor, that are relevant to this Transaction, are subject to examination by the District and either the legislative auditor or the state auditor, as appropriate, for a minimum of six years, pursuant to Minnesota Statute § 16C.05, subd. 5 and Minnesota Statute § 6.551. When examinations are performed by the state auditor, the cost of the examination shall be borne as specified in said statute.
    
10. Vendor is responsible for ensuring that all employees and agents who will be in contact with District staff and students are appropriate persons to conduct such work. Vendor will screen all employees and agents assigned to perform services pursuant to this Transaction, including interviews, references checks and other appropriate background studies. Personnel assigned by Vendor to perform duties of this Transaction that include student contact must also undergo a criminal background study pursuant to Minn. Stat. § 123B.03 and other applicable law. The District will complete the criminal background study through its Human Resources Department, but the Vendor is responsible for the cost when billed by the District. The District has the right to refuse assigned personnel of the Vendor based upon the results of the criminal background study.  Vendor and their employees or agents shall comply with all applicable District policies available online at www.district196.org. Vendors shall specifically ensure that their employees and agents who regularly interact with students will receive a copy of the District’s policy prohibiting student bullying: (https://www.district196.org/about/districtpolicies/policy/~board/policies/post/5038ar-bullying-prohibition ).  
     
11. If the Transaction is for purchase of instructional print materials and instructional digital materials, Vendor shall ensure accessible learning materials by agreeing to deliver the materials marked with “NIMAS” on the listing of materials to be purchased by District, a NIMAS file set to the NIMAC that complies with the terms and procedures set forth by the National Instructional Materials Access Center (NIMAC), (IDEA Title 1, Part D, sec. 674(e)). By agreeing to deliver the materials marked with “NIMAS” on the listing of materials to be purchased by District, the publisher agrees to timely prepare and submit a NIMAS file set to the NIMAC that complies with the terms and procedures set forth by the National Instructional Materials Access Center (NIMAC), (IDEA Title 1, Part D, sec. 674(e)). The publisher also agrees to mark-up materials eligible for NIMAS submission that contain mathematical and scientific instructional content by using the MathML modular extension of the DAISY/NIMAS Structure Guidelines, as posted and maintained at the DAISY Consortium website  (https://www.daisy.org/z3986/structure/SG-DAISY3/part2-math.html) Should the Vendor be a distributor of the materials and not the publisher, the Vendor agrees to notify the publisher immediately of its obligation to submit NIMAS file sets of the purchased products to the NIMAC. The files will be used for the production of alternate formats as permitted under the law for students with print disabilities (IDEA Title 1, Part B, sec. 612(a)).For additional information about NIMAS, please refer to http://aim.cast.org/collaborate/NIMASCtr. For additional information about the NIMAC, please refer to http://nimac.us. Vendor represents that the materials delivered under this contract conform to, at a minimum, the standards for accessibility as set forth in Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. & 794d), and its implementing regulations (36 C.F.R. & 1194), or Web Content Accessibility Guidelines (WCAG) 2.0 (minimum of Level AA conformance). Should any portion of the materials not conform to the aforementioned standards of accessibility, District reserves the right to pursue any available legal or equitable remedies.  Furthermore, in addition to any legal or equitable remedies District may pursue, Vendor agrees to provide a written explanation of the reason for non-conformance, and grants permission to create accessible versions for students who meet the appropriate copyright criteria. For additional information, please refer to http://aim.cast.org/learn/practice/palm.
     
12. Minnesota law shall be used to construe and interpret this Transaction, without giving effect to the principles of conflict of laws. The legal venue of all court proceedings related to this Transaction shall be the State of Minnesota, County of Dakota and each of the parties irrevocably submits to the exclusive jurisdiction of said court and waives any objection to venue or convenience of forum and agrees not to bring any proceeding related to this Transaction in any other jurisdiction.
     
13. If any portion of this Transaction is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and conditions shall not be affected and the rights and obligations of the parties under this Transaction shall be construed and enforced as if the Transaction did not contain the particular provision held to be invalid.
     
14. Vendor and District agree to abide by, conform to, and comply with all applicable laws of the United States of America, the State of Minnesota and local ordinances.Vendor represents that it is not currently debarred or suspended by any federal agency from doing business with the federal or state government. Vendor shall notify District if it becomes debarred or suspended during the term of this Transaction. District may immediately terminate this Transaction in the event of such termination or suspension and Vendor shall be responsible for any costs incurred by District in connection therewith.
     
15. Any provision of this Transaction that contemplates performance or observance subsequent to its termination or expiration, including (but not necessarily limited to) those paragraphs pertaining to indemnification, warranty and data privacy, shall survive termination or expiration of this Transaction.
     
16. District will not have any obligation or responsibility to Vendor if, and during such time that, the performance of an obligation of either party is delayed, materially hindered or becomes impossible as a result of any event of force majeure, including, but not limited to acts of God or the public enemy, acts of any governmental authority, strikes, embargos, fires, floods, epidemics, quarantine restrictions and unusually severe weather. In such circumstances, District shall also have the right to (1) terminate this Transaction with immediate effect; or (2) request modification of the Transaction, in which case Vendor will work diligently and in good faith to negotiate with District an amendment to this Transaction that modifies payment, service or other terms to reasonably account for the force majeure event.  Should District choose the latter option, District shall have the right to terminate the Transaction with immediate effect at any time prior to the parties formalizing a written amendment to the Transaction.
     
17. District may immediately terminate this Transaction  for lack of funding. A lack of funding occurs when funds are not appropriated by the School Board, when funds are not substantially appropriated or the funds originally appropriated for this Transaction  become unavailable. District has sole discretion to determine if there is a lack of funding. District is not obligated to pay for any Services that are performed after providing Notice of Termination for lack of funding. District is not subject to any penalty or damages for termination due to lack of funding.
     
18. Vendor agrees not to use the name, logo, or any other marks owned by or associated with the District in any sales, promotion, work or advertising, or any form of publicity, without the written permission of the District.
     
19. Vendor agrees that it will not represent any other party or client which may create a conflict of interest in its representation with the District. Vendor certifies that it has not paid kickbacks directly or indirectly to any District employee for the purpose of obtaining this or any other District Transaction and that it has provided no fees, gifts, gratuities, compensation, or anything of value in violation any applicable laws or District policies.

Please direct questions regarding purchasing terms to
Coordinator of Purchasing
Carol Hauschild
Phone: 651-683-6952